AFC Afc Energy Plc

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN (TOGETHER, "THIS ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF AFC ENEGY PLC IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

10 June 2024

AFC Energy plc

("AFC Energy", the "Group" or the "Company")

Proposed Placing and Subscription to raise approximately £13.5 million

And

REX Retail Offer of Up to £2.0 million

AFC Energy plc (AIM: AFC), a leading provider of hydrogen power generation technologies, announces a proposed fundraising by way of a placing of new Ordinary Shares (the "Placing") (incorporating a Firm Placing and a Conditional Placing) and direct subscription with certain directors (the "Subscription") to raise approximately £13.5 million in aggregate at a price per Ordinary Share of 15 pence (the "Issue Price").  The Company also announces a proposed financing on the "REX" platform to existing retail investors at the Issue Price (the "REX Retail Offer") to raise up to £2.0 million (which together with the Placing and the Subscription is the "Proposed Fundraising"). No part of the Proposed Fundraising is being underwritten.

Reasons for the Proposed Fundraising and Use of Proceeds

Any proceeds from the REX Retail Offer will be used for general corporate purposes.

Fundraising Highlights:

·    The Proposed Fundraising comprises:

·    A non-pre-emptive firm placing of up to 74,074,964 new Ordinary Shares at the Issue Price (the "Firm Placing Shares"), raising gross proceeds of up to approximately £11.1 million (the "Firm Placing"). The Firm Placing is not conditional upon Shareholder approval;

·    A non-pre-emptive conditional placing of approximately 15,258,369 new Ordinary Shares at the Issue Price (the "Conditional Placing Shares"), raising gross proceeds of approximately £2.3 million (the "Conditional Placing"). The Conditional Placing is conditional on, inter alia, the passing of the Fundraising Resolutions by Shareholders at the General Meeting;

·    A direct subscription with certain directors of the Company who have indicated that they intend to subscribe for 666,666 new Ordinary Shares at the Issue Price (the "Subscription Shares"), raising gross proceeds of approximately £0.1m. The Subscription Shares will be allotted and admitted to trading on AIM at the same time as the Firm Placing Shares; and

·    A REX Retail Offer of up to 13,333,333 New Ordinary Shares at the Issue Price (the "REX Retail Offer Shares"), raising gross proceeds of up to £2.0 million.  The REX Retail Offer is conditional on, inter alia, the passing of the Fundraising Resolutions by Shareholders at the General Meeting and any REX Retail Offer Shares are expected to be allotted and admitted to trading on AIM at the same time as the Conditional Placing Shares.

·    The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix I to this Announcement.

·    The Issue Price represents a discount of approximately 26.8 per cent. to the closing mid-market price of 20.5 pence per Ordinary Share on 7 June 2024, being the latest practicable date prior to the publication of this Announcement.

·    The Directors do not currently have authority to allot the Conditional Placing Shares or the REX Retail Offer Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the Conditional Placing Shares and the REX Retail Offer Shares at the General Meeting. The General Meeting is to be held at the offices of Peel Hunt LLP at 100 Liverpool St, London EC2M 2AT at 11:00 a.m. on 28 June 2024 at which the Fundraising Resolutions will be proposed.

·    Peel Hunt and Zeus are acting as Joint Bookrunners and Joint Brokers in connection with the Proposed Fundraising and Peel Hunt is also the Company's Nominated Adviser.

Adam Bond, Chief Executive of AFC Energy, said:

"2024 is all about delivery at AFC Energy.  Having accelerated our next generation H-Power technology platforms and secured commercial routes to market through our partners and customers, including Speedy Hire, we are looking to secure funding to build out our inventory and fast track delivery of H-Power Generators into the field.  This builds on those H-Power Generators that have already been sold to Speedy Hydrogen Solutions and provide further buying power to drive down component and system costs as we scale our production capacity.  The drive to displace diesel generators continues to accelerate and we aim to be at the forefront of industry as the transition gains momentum."  

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing in Appendix I to this Announcement.

By choosing to participate in the Placing and by making an oral electronic or written offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix I.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in Appendix II.

A separate announcement will be made shortly by the Company regarding the REX Retail Offer and its terms and conditions.

The ticker for the Company's ordinary shares is AFC. The Company's LEI is 213800SRJST19GNS9U35.

The person responsible for arranging release of this announcement on behalf of the Company is Peter Dixon-Clarke, CFO.

Enquiries:

About AFC Energy

AFC Energy is a leading provider of hydrogen energy solutions, to provide clean electricity for on and off grid power applications. The Company's fuel cell technology is now deployable as electric vehicle chargers, off-grid decentralised power systems for construction and temporary power with emerging opportunities across maritime, data centres and rail as part of a portfolio approach to the decarbonisation of society's growing electrification needs. The Company's proprietary ammonia cracking technology further highlights emerging opportunities across the distributed hydrogen production market with a focus on hydrogen's role in supporting the decarbonisation of hard to abate industries.

Additional Information

Background to, and reasons for, the Proposed Fundraise

Any proceeds from the REX Retail Offer will be used for general corporate purposes.

The Proposed Fundraising comprises:

·    A non-pre-emptive firm placing of up to 74,074,964 new Ordinary Shares at the Issue Price, raising gross proceeds of up to approximately £11.1 million. The Firm Placing is not conditional upon Shareholder approval;

·    A non-pre-emptive conditional placing of approximately 15,258,369 new Ordinary Shares at the Issue Price, raising gross proceeds of approximately £2.3 million. The Conditional Placing is conditional on, inter alia, the passing of the Fundraising Resolutions by Shareholders at a general meeting;

·    A direct subscription with certain directors of the Company who have indicated that they intend to subscribe for 666,666 new Ordinary Shares at the Issue Price, raising gross proceeds of approximately £0.1m. The Subscription Shares will be allotted and admitted to trading on AIM at the same time as the Firm Placing Shares; and

·    A REX Retail Offer of up to 13,333,333 new Ordinary Shares at the Issue Price, raising gross proceeds of up to £2.0 million.  The REX Retail Offer is conditional on, inter alia, the passing of the Fundraising Resolutions by Shareholders at the General Meeting and any REX Retail Offer Shares are expected to be allotted and admitted to trading on AIM at the same time as the Conditional Placing Shares.

Peel Hunt LLP ("Peel Hunt") and Zeus Capital Limited ("Zeus") are acting as Joint Bookrunners in connection with the Proposed Fundraising and Peel Hunt is also the Company's Nominated Adviser. The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement (as defined below), in accordance with the terms and conditions set out in Appendix I to this Announcement.

The Placing is subject to the Terms and Conditions set out in Appendix I to this Announcement. The number of Placing Shares to be placed at the Issue Price in each of the Firm Placing and the Conditional Placing will be decided following completion of the Bookbuild. The timing of the closing of the bookbuild and allocations are at the absolute discretion of the Company and the Joint Bookrunners. Details of the number of Placing Shares to be issued pursuant to each of the Firm Placing and the Conditional Placing will be announced as soon as practicable after the close of the Bookbuild. The Placing is not underwritten.

The Firm Placing will complete whether or not the Conditional Placing completes, whether by reason of a failure to obtain shareholder approval or non-satisfaction of any other conditions that have not been waived.

Subject to the discretion of the Company and the Joint Bookrunners to elect otherwise, the Firm Placing Shares and the Conditional Placing Shares will be allocated proportionately with the same investors. An investor allocated Firm Placing Shares will be conditionally allocated an equivalent proportion of Conditional Placing Shares.

Details of the Subscription

Certain Directors, being Garry Bullard, Adam Bond, Peter Dixon-Clarke and Monika Biddulph (the "Subscribers"), have indicated their intention to subscribe for an aggregate amount of £0.1 million of Subscription Shares at the Issue Price pursuant to the Subscription. The Subscription is not underwritten.

If any of the conditions to the Subscription are not satisfied, the Subscription Shares will not be issued and any monies received from the Subscribers will be returned to them.

The Subscription Shares will not be subject to clawback and are not part of or subject to any condition related to the REX Retail Offer or the passing of the Fundraising Resolutions at the General Meeting.

The Subscription Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's then existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

The Subscription will be conditional, inter alia, on the close of the Bookbuild, First Admission occurring and the Placing Agreement not being terminated prior to First Admission. Further details of the Subscription are expected to be announced at the same time as the closing of the Bookbuild.

Details of the REX Retail Offer

The Company has separately engaged Peel Hunt to undertake an intermediaries offer of the REX Retail Offer Shares at the Issue Price to existing retail investors through its 'REX' platform.

The REX Retail Offer Shares do not form part of the Placing or the Subscription and the REX Retail Offer Shares will not, when issued, constitute either Placing Shares or Subscription Shares. The REX Retail Offer is not being underwritten or made subject to the terms and conditions set out in Appendix I to this Announcement. However, the allotment and issue of the REX Retail Offer Shares is conditional, amongst other things, on the Fundraising Resolutions being passed at the General Meeting.

As the REX Retail Offer will not be underwritten, if there is no take up by new and existing retail investors, no additional proceeds will be received by AFC Energy pursuant to the REX Retail Offer element of the Proposed Fundraising.

A separate announcement will be made shortly by the Company regarding the REX Retail Offer and its terms and conditions.

No prospectus will be published in connection with the REX Retail Offer.

Admission

Applications will be made to the London Stock Exchange for (i) admission of the Firm Placing Shares and the Subscription Shares to trading on AIM and (ii) admission of the Conditional Placing Shares and the REX Retail Offer Shares to trading on AIM. It is expected that First Admission will become effective at or around 8.00 a.m. on 13 June 2024 or such later time and date and, subject to the passing of the Fundraising Resolutions, Second Admission will become effective at or around 8.00 a.m. on 1 July 2024, in each case as the Joint Bookrunners and the Company may agree.

Circular / General Meeting

The Directors do not currently have authority to allot the Conditional Placing Shares or the REX Retail Offer Shares for cash free of statutory pre-emption rights and, accordingly, the Board is seeking the approval of Shareholders to allot the Conditional Placing Shares and the REX Retail Offer Shares at the General Meeting on that basis.

The General Meeting is to be held at the offices of Peel Hunt LLP at 100 Liverpool St, London EC2M 2AT at 11:00 a.m. on 28 June 2024 at which the Fundraising Resolutions will be proposed.

The Conditional Placing and the REX Retail Offer are conditional, inter alia, upon Shareholders approving the Fundraising Resolutions at the General Meeting and upon the Placing Agreement not having been terminated and becoming unconditional in so far as it relates to the Conditional Placing. The Company intends to publish and send the Circular to Qualifying Shareholders on or about 12 June 2024, which will contain a notice convening the General Meeting and proposing the necessary resolutions to authorise the Directors to allot the Conditional Placing Shares and the REX Retail Offer Shares for cash free of statutory pre-emption rights. The Circular and notice of General Meeting will be available on the Company's website after publication: https://www.afcenergy.com/.

The Placing Shares are not being made available to the public and are only available to Relevant Persons.

IMPORTANT NOTICES AND DISCLAIMER

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Shares is being made in any such jurisdiction.

No action has been taken by the Company, Peel Hunt, Zeus or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the New Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Peel Hunt and Zeus to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required to be published (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it is assimilated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), as amended (the "UK Prospectus Regulation")). Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold outside of the United States only in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the New Shares will be made in the United States or elsewhere, other than the REX Retail Offer Shares under the REX Retail Offer which is being made in the United Kingdom only.

The Proposed Fundraising has not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Proposed Fundraising, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement has not been approved by the London Stock Exchange.

Members of the public are not eligible to take part in the Placing.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the New Shares and the New Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or Republic of South Africa. Accordingly, the New Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or Republic of South Africa or any other jurisdiction in which such activities would be unlawful.

By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral, electronic or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix I to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix I to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries from time to time (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements and forecasts but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements and forecasts. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements and forecasts. The forward-looking statements and (if any) forecasts contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, Peel Hunt, Zeus or their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements and forecasts, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation or the London Stock Exchange.

Peel Hunt and Zeus are each authorised and regulated in the United Kingdom by the FCA. Each of Peel Hunt and Zeus is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. Neither of Peel Hunt or Zeus will regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement. The responsibility of Peel Hunt, as the Company's nominated adviser, is owed solely to the London Stock Exchange and is not owed to the Company or the Directors or any other person.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Bank or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Proposed Fundraising. Any indication in this Announcement of the price at which Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the New Shares will be made pursuant to one or more exemptions under the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the FSMA does not require approval of the communication by an authorised person.

The New Ordinary Shares to be issued or sold pursuant to the Proposed Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt and Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX I - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") AND WHO ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such release, publication or distribution is unlawful (each a "Restricted Jurisdictions"). The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Peel Hunt LLP ("Peel Hunt") and/or Zeus Capital Limited ("Zeus") (Peel Hunt and Zeus, together the "Joint Bookrunners") or any of their respective Affiliates or any of its or their respective agents, directors, officers or employees (collectively "Representatives") which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

This Announcement does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in the United States or any other Restricted Jurisdiction or any jurisdiction where such offer or solicitation is unlawful.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not require approval of the communication by an authorised person.

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Jurisdiction or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Jurisdiction.

None of the Company, the Joint Bookrunners or any of their respective Affiliates or its or their respective Representatives makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunner or any of its Affiliates or its or their respective Representatives as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefor is expressly disclaimed.

Each Joint Bookrunner is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees") will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; (ii) to be participating and making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:

1.             it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.             if it is in a member state of the EEA, it is a Qualified Investor;

3.             if it is in the United Kingdom, it is a UK Qualified Investor;

4.             it is subscribing for Placing Shares for its own account or is subscribing for Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix;

5.             if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable): (i) the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; or (ii) where the Placing Shares have been subscribed for by it on behalf of persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

6.             it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

7.             that it is: (i) unless otherwise agreed in writing with the Joint Bookrunners, located outside the United States and it is not a US person as defined in Regulation S under the Securities Act ("Regulation S") and it is subscribing for the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act; and the Company and each Joint Bookrunner will rely upon the truth and accuracy of, and compliance with, the foregoing representations, warranties, undertakings, agreements and acknowledgements. Each Placee hereby agrees with each Joint Bookrunner and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any Joint Bookrunner confirms (orally or in writing) to such Placee its allocation of Placing Shares.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

The Fundraising will comprise the Placing, the REX Retail Offer and the Subscription. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. Members of the public are not entitled to participate in the Placing.

A summary of the Subscription can be found in the main body of this Announcement.

Details of the REX Retail Offer can be found in the separate announcement by the Company regarding the REX Retail Offer and its terms. The Placing is not conditional upon the Subscriptions or the REX Retail Offer.

Bookbuild

Following this Announcement, the Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Details of the Placing

The Placing will comprise the Firm Placing and the Conditional Placing.

At the Company's annual general meeting on 25 April 2024, the Company obtained shareholder approval to issue 74,741,630 new ordinary shares of £0.001 pence each in the capital of the Company on a non-pre-emptive basis, representing 10% of the Company's issued ordinary share capital. The allotment and issue of the Firm Placing Shares and the Subscription Shares will rely on the existing shareholder authorities. However, the allotment and issue of any Conditional Placing Shares and the REX Retail Offer Shares will require the Company to convene the General Meeting, expected to be held on or around 28 June 2024 to seek shareholder approval for the Fundraising Resolutions, and will be conditional upon such shareholder approval being granted.

The Firm Placing may complete if the Conditional Placing does not, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions. The Placing is not conditional upon the Subscriptions or the REX Retail Offer.

Subject to the discretion of the Company and the Joint Bookrunners to elect otherwise, the Firm Placing Shares and the Conditional Placing Shares will be allocated proportionately with the same investors. An investor allocated Firm Placing Shares will be conditionally allocated an equivalent proportion of Conditional Placing Shares.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after their respective date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.

Details of the Placing Agreement and of the Placing Shares

Peel Hunt and Zeus are acting as Joint Bookrunners in connection with the Placing. Neither Joint Bookrunner is acting for the Company with respect to the Subscription. Zeus is not acting for the Company with respect to the REX Retail Offer.

The Joint Bookrunners today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each Joint Bookrunner has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at a price of 15 pence per Placing Share (the "Issue Price") and in such number to be determined following completion of the Bookbuild. The final number of Placing Shares will be determined by the Company and the Joint Bookrunners at the close of the Bookbuild and will be set out in the placing terms (if executed) (the "Placing Terms"). The timing of the closing of the book and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The total number of Shares to be issued pursuant to the Fundraising in the Firm Placing and the Subscriptions shall not exceed 74,741,630 Shares, representing approximately 10 per cent. of the Company's existing issued share capital.

The Placing Shares are not subject to clawback in respect of valid applications for New Ordinary Shares pursuant to the REX Retail Offer. The Placing is not underwritten.

Applications for admission to trading

Applications will be made to the London Stock Exchange for (i) admission of the Firm Placing Shares and Subscription Shares to trading on AIM ("First Admission") and (ii) admission of the Conditional Placing Shares and REX Retail Offer Shares to trading on AIM ("Second Admission" and together with First Admission, "Admission"). It is expected that the First Admission will become effective at or around 8.00 a.m. on 13 June 2024 or such later time and date (being not later than 8.00 a.m. on 26 June 2024) and, subject to the passing of the Fundraising Resolutions the Second Admission will become effective at or around 8.00 a.m. on1 July  2024 or such later time and date (being not later than 8.00 a.m. on 17 July  2024) in each case as the Joint Bookrunners and the Company may agree.

The placing of the Firm Placing Shares, and the issue of the Subscription Shares and First Admission are not conditional on the issue of the REX Retail Offer Shares, or the issue of the Conditional Placing Shares or Second Admission. The Placing is not conditional upon the Subscriptions or the REX Retail Offer.

Participation in, and principal terms of, the Placing

1.             Each Joint Bookrunner is arranging the Placing severally, and not jointly nor jointly and severally, as agent of the Company.

2.             Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by a Joint Bookrunner. Each Joint Bookrunner and its Affiliates are entitled to enter bids in the Bookbuild as principal.

3.             The results of the Placing and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Placing Results Announcement").

4.             To bid in the Bookbuild, prospective Placees may communicate their bid by telephone or in writing to their usual sales contact at a Joint Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. The Joint Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares (including, but not limited to, whether such Placing Shares are Firm Placing Shares or Conditional Placing Shares) and may scale down any participation for this purpose on such basis as they may determine and allocate Placing Shares as Firm Placing Shares or Conditional Placing Shares at their discretion. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the relevant Joint Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and each Joint Bookrunner. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) as agent for the Company in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.

5.             The Bookbuild is expected to close no later than 7.00 a.m (London time) on 11 June 2024, but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

6.             Each Placee's allocation will be determined by the Company in consultation with the Joint Bookrunners and will be confirmed to Placees orally or in writing by the relevant Joint Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. That oral or written confirmation (at the relevant Joint Bookrunner's discretion) to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of each Joint Bookrunner and the Company, under which such Placee agrees to subscribe for the number of Firm Placing Shares and Conditional Placing Shares allocated to it and to pay the Issue Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's constitutional documents.

7.             The Joint Bookrunners may, notwithstanding paragraphs 4 and 5 above, and subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of bids shall be at the absolute discretion of the Joint Bookrunners. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.

8.             Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

9.             Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement of the Placing Shares will be on different dates depending on whether the Placing Shares are Firm Placing Shares or Conditional Placing Shares, on the basis explained below under "Registration and settlement".

10.          All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

11.          By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.

12.          To the fullest extent permissible by law, no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives shall have any responsibility or liability to any Placee (or to any other person (other than the Company) whether acting on behalf of a Placee or otherwise). In particular, no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of each Joint Bookrunner's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement are conditional on certain conditions, including, among other things:

(a)        the release of this Announcement;

(b)        the posting of the Circular by the Company, and no circular that is supplemental to the Circular being posted before First Admission;

(c)        the publication by the Company of the Placing Results Announcement through a Regulatory Information Service;

(d)        the Company having allotted, subject only to First Admission, the Firm Placing Shares in accordance with the Placing Agreement;

(e)        the Company having performed all of its obligations under the Placing Agreement which fall to be performed prior to First Admission and not being in breach of the Agreement;

(f)         each of the warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading at certain specified dates including : (i) as at the date of the Placing Agreement; and (ii) immediately prior to First Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;

(g)        First Admission occurring at or around 8.00 a.m. on 13 June 2024 (or such later time and/or date as the Joint Bookrunners and the Company may agree in writing, being not later than 8.00 a.m. on 26 June 2024),

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "Conditions").The Joint Bookrunners' obligations under the Placing Agreement in respect of the Conditional Placing Shares are conditional on certain conditions, including (without limitation):

(a)        satisfaction of the conditions relating to First Admission; 

(b)        the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading at certain specified dates including : (i) as of the date of the Placing Agreement (ii) immediately prior to  Second Admission, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting;

(c)  the Company having allotted, subject only to First Admission, the Firm Placing Shares in accordance with the Placing Agreement;

(d)        the Company having performed all of its obligations under the Placing Agreement to be performed prior to Second Admission and not being in breach of the Placing Agreement;

(e)        the passing of the Fundraising Resolutions at the General Meeting;

(f)         there not having occurred, in the opinion of the Joint Bookrunners (acting together and in good faith), a Material Adverse Change prior to Second Admission (whether or not foreseeable); and

(g)        Second Admission taking place by not later than occurring at or around 8.00 a.m. on 1 July 2024 (or such later time and/or date as the Joint Bookrunners and the Company may agree in writing, being not later than 8.00 a.m. on 17 July 2024)).

If: (i) any of the conditions contained in the Placing Agreement, including (without limitation) those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing in respect of the Placing Shares will lapse if such conditions are not satisfied by, or termination occurs prior to, First Admission, or the Placing of the Conditional Placing Shares will lapse if such conditions are not satisfied by or termination occurs after First Admission but prior to Second Admission and the Placees' rights and obligations hereunder in relation to the Firm Placing Shares and/or the Conditional Placing Shares (as the case may be) shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Joint Bookrunners may, at their discretion and upon such terms and conditions as they think fit, waive satisfaction of certain of the Conditions (save that Conditions (a), (b), (c), (h) and (k) cannot be waived) or extend the time provided for their satisfaction. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.

None of the Joint Bookrunners nor any of their respective Affiliates or their respective Representatives shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision the Joint Bookrunners or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision the Joint Bookrunners may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. Placees will have no rights against any Joint Bookrunner, the Company or any of their respective Affiliates or agents under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Termination of the Placing Agreement

Either of the Joint Bookrunners, in its absolute discretion acting in good faith, may prior to First Admission terminate the Placing Agreement or at any time after First Admission but before Second Admission terminate the Placing Agreement in so far as it relates to the Conditional Placing, in each case in accordance with its terms in the event that certain circumstances, including, among other things:

(a)        any statement contained in any of the Placing Documents or REX Retail Offer Documents has,  in the opinion of a Bookrunner (acting in good faith) become untrue, inaccurate or misleading in any respect, or any matter has arisen which would, if such document had been issued at that time, constitute an  omission from such document;

(b)        any of the First Admission Conditions or Second Admission Conditions (as relevant) has become incapable of satisfaction or has not been satisfied or waived before the latest time provided the Placing Agreement;

(c)        there has been a breach by the Company of any of its obligations under the Placing Agreement which, in the opinion of a Bookrunner (acting in good faith), is material ;

(d)        in the opinion of a Bookrunner (acting in good faith) there has been a breach or an alleged breach by the Company of any of the warranties in the Placing Agreement;

(e)        upon the occurrence of certain force majeure events; or

(f)         if either of the Company's applications for Admission is withdrawn or refused by the London Stock Exchange or, in the opinion of the Joint Bookrunners (acting in good faith), will not be granted.

In certain circumstances, where one Bookrunner terminates the Placing Agreement, the other Joint Bookrunner may elect to allow the Placing to proceed and shall assume all obligations of the terminating Joint Bookrunner which remain to be performed. In such circumstances, the Placing Agreement will only terminate insofar as it relates to that Joint Bookrunner and the Placees' obligations in respect of the Placing will not terminate.

If the Placing Agreement is terminated by both Joint Bookrunners in accordance with its terms, if such termination is prior to First Admission or in respect of the Conditional Placing if such termination is after First Admission but prior to Second Admission, the rights and obligations of each Placee in respect of the Placing shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and each Joint Bookrunner that the exercise or non-exercise by the Joint Bookrunners of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Joint Bookrunner or for agreement between the Company and the relevant Joint Bookrunner (as the case may be) and that neither the Company nor any Joint Bookrunner need make any reference to, or consult with, Placees and that none of the Company, any Joint Bookrunner nor any of their respective Affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

The placing of the Firm Placing Shares and First Admission is not conditional on the issue of the Conditional Placing Shares or Second Admission. Consequently if, following the issue of and admission to trading on AIM of the Firm Placing Shares, the conditions relating to the issue of the Conditional Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms in so far as it relates to the Conditional Placing, the Conditional Placing Shares will not be issued and the Company will not receive the related placing monies in respect of such Conditional Placing Shares.

No prospectus

No prospectus, offering memorandum, offering document or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing or Admission and no such prospectus is required (in accordance with the UK Prospectus Regulation or otherwise) to be published in the United Kingdom.

Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Exchange Information (as defined below) and subject to the further terms set forth in the electronic contract note and/or electronic trade confirmation to be provided to individual Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the Exchange Information previously and simultaneously released by or on behalf of the Company is exclusively the responsibility of the Company and has not been independently verified by any Joint Bookrunner. Each Placee, by accepting a participation in the Placing, further confirms to the Company and each Joint Bookrunner that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or any Joint Bookrunner or their respective Affiliates or any other person and none of the Company, the Joint Bookrunners nor any of their respective Affiliates or its or their respective Representatives nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Lock-up

The Company has undertaken to the Bookrunners that, between the date of the Placing Agreement and the date which is 180 calendar days after the date of First Admission, it will not, without the prior written consent of the Joint Bookrunners (not to be unreasonably withheld or delayed) enter into certain transactions involving or relating to the Shares, subject to certain customary carve-outs agreed between the Joint Bookrunners and the Company.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Joint Bookrunners and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant (or not to grant) consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B18S7B29) following each of First and Second Admission will take place within the CREST system, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary, including in certificated form, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner or as otherwise as such Joint Bookrunner may direct.

The Company will deliver the Placing Shares to a CREST account operated by each Joint Bookrunner as agent for and on behalf of the Company and each Joint Bookrunner will enter its delivery (DEL) instruction into the CREST system. Each Joint Bookrunner or its agent will hold any Placing Shares delivered to this account as nominee for the Placees procured by it. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement of the Firm Placing Shares  will be on or around 13 June  2024 and on a delivery versus payment basis in accordance with the instructions given to each Joint Bookrunner.

It is expected that settlement of the Conditional Placing Shares  will be on or around1 July 2024 and on a delivery versus payment basis in accordance with the instructions given to each Joint Bookrunner.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above SONIA as determined by the Joint Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the relevant Placee shall be deemed hereby to have irrevocably and unconditionally appointed the Joint Bookrunners, or any nominee of the Joint Bookrunners as its agents to (if the Joint Bookrunners so decide, acting at their sole discretion) use their reasonable endeavours to sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due thereon. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take on such Placee's behalf. Each Placee agrees that each Joint Bookrunner's rights and benefits under this paragraph may be assigned in that Joint Bookrunner's discretion.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic contract note and/or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), no Joint Bookrunner nor the Company shall be responsible for the payment thereof.

Representations, warranties, etc.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any person on behalf of which it is acting) with each Joint Bookrunner (in its capacity as bookrunner (in the case of the Joint Bookrunners only) and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1.             it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2.             no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulation and it has not received and will not receive a prospectus, offering memorandum, admission document or other offering document in connection with the Bookbuild, the Placing, Admission or the Placing Shares;

3.             (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the UK Market Abuse Regulation and rules and regulations of the London Stock Exchange (including the AIM Rules) (collectively and together with the information referred to in (i) above, the "Exchange Information") which includes a description of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;

4.             it is bound by the terms of the Articles of Association of the Company;

5.             none of the Joint Bookrunners nor the Company nor any of their respective Affiliates or its or their respective Representatives nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested any of the Joint Bookrunners, the Company, any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;

6.             unless otherwise specifically agreed with the Joint Bookrunners, it and any person on behalf of which it is participating is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

7.             the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale, nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

8.             the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that no Joint Bookrunner nor any of its Affiliates or its or their respective Representatives nor any person acting on behalf of any of them has made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of this Announcement or the Exchange Information, nor has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or otherwise. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

9.             the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, that it has received and reviewed all information that it believes is necessary or appropriate to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by any Joint Bookrunner or the Company or any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them and no Joint Bookrunner nor the Company nor any of their respective Affiliates or its or their respective Representatives will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

10.          it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing;

11.          it has not relied on any information relating to the Company contained in any research reports prepared by any Joint Bookrunner, any of its Affiliates or any person acting on its or their behalf and understands that: (i) no Joint Bookrunner nor any of its Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for: (x) public information or any representation; or (y) any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii) no Joint Bookrunner nor any of its Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

12.          (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

13.          that no action has been or will be taken by the Company, any Joint Bookrunner or any person acting on behalf of the Company or any Joint Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any action for that purpose is required;

14.          (i) it (and any person acting on its behalf) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities; (iv) it has not taken any action or omitted to take any action which will or may result in any Joint Bookrunner, the Company or any of their respective Affiliates or its or their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (v) the subscription for the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

15.          it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

16.          it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse Regulation, any delegating acts, implementing acts, technical standards and guidelines, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the relevant Joint Bookrunner has not received such satisfactory evidence, such Joint Bookrunner may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to such Joint Bookrunner will be returned (at the Placee's risk) without interest to the account of the drawee bank or CREST account from which they were originally debited;

17.          it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to each Joint Bookrunner and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

18.          it is a Relevant Person and undertakes that it will (as principal or agent) subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

19.          it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

20.          if it is in a member state of the EEA, it is a Qualified Investor;

21.          if it is in the United Kingdom, it is a UK Qualified Investor;

22.          in the case of any Placing Shares subscribed for by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable): (i) the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to persons in a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; or (ii) where the Placing Shares have been subscribed for by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

23.          it understands, and each account it represents has been advised that: (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; and (ii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

24.          the Placing Shares are being offered and sold on behalf of the Company outside the United States in offshore transactions (as defined in Regulation S) pursuant to Regulation S under the Securities Act;

25.          it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

26.          it is acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer and sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;

27.          it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing (including electronic copies thereof), in or into any Restricted Jurisdiction to any person and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

28.          where it is subscribing for the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account and it has full power to make, and does make, the acknowledgements, confirmations, undertakings, representations, warranties and agreements and to give, and does give, the indemnities herein on behalf of each such account;

29.          if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

30.          it has not offered or sold and, prior to the expiry of a period of six months from the later of First Admission and Second Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

31.          any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

32.          it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

33.          it has complied and will comply with all applicable laws (including, in the United Kingdom, all relevant provisions of the FSMA and the Financial Services Act 2012) with respect to anything done by it in relation to the Placing Shares;

34.          if it has received any "inside information" as defined in the UK Market Abuse Regulation about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation, prior to the information being made publicly available;

35.          (i) it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to subscribe for and it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other persons or sold as the Joint Bookrunners (or their assignee) may in its discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

36.          its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Joint Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

37.          none of the Joint Bookrunners nor any of their respective Affiliates or their respective Representatives nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of any Joint Bookrunner and no Joint Bookrunner has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of any Joint Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

38.          the exercise by the Joint Bookrunners of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and the Joint Bookrunners need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against any Joint Bookrunner, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;

39.          the person whom it specifies for registration as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may be. None of the Joint Bookrunners, the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, each Joint Bookrunner and their respective Affiliates and its and their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

40.          these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any Joint Bookrunner or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

41.          each of the Company, each Joint Bookrunner and their respective Affiliates, its and their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each Joint Bookrunner and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

42.          it will indemnify on an after-tax-basis and hold the Company, each Joint Bookrunner and their respective Affiliates and its and their respective Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

43.          it irrevocably appoints any director or authorised signatory of any Joint Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

44.          its commitment to acquire Placing Shares on the terms set out herein and in any contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

45.          in making any decision to subscribe for the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing and has no need for liquidity with respect to its investment in the Placing Shares; (iii) it has relied solely on its own investigation, examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of any Joint Bookrunner; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware and understands that an investment in the Placing Share involves a considerable degree of risk; and (vi) it will not look to any Joint Bookrunner, any of its Affiliates or its or their respective Representatives or any person acting behalf of any of them for all or part of any such loss or losses it or they may suffer;

46.          neither the Company nor any Joint Bookrunner owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these terms and conditions;

47.          in connection with the Placing, each Joint Bookrunner and any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any Joint Bookrunner or any of its Affiliates acting in such capacity. In addition, any Joint Bookrunner or any of its Affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Joint Bookrunners nor any of their respective Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so; and

48.          a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFID II requirements and/or its allocation policies.

The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of each of the Company and each Joint Bookrunner (for their own benefit and, where relevant, the benefit of their respective Affiliates and/or Representatives (as applicable) and any person acting on their behalf) and are irrevocable.

Miscellaneous

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor any Joint Bookrunner will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Company nor any Joint Bookrunner is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise: (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares); or (ii) on a sale of Placing Shares; or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Joint Bookrunner  and/or the Company and their respective Affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, each Joint Bookrunner or their respective Affiliates or its or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each Joint Bookrunner and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each Joint Bookrunner is receiving a fee and a commission in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any of the Joint Bookrunners any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of that Joint Bookrunner.

Time is of the essence as regards each Placee's obligations under this Appendix.

Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to any Joint Bookrunner.

The rights and remedies of each Joint Bookrunner, its agent and the Company under the terms and conditions set out in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose, in writing or orally to each Joint Bookrunner: (i) if they are an individual, their nationality; or (ii) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

APPENDIX II - DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.